<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1997
REGISTRATION NO. 333-_____
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SYNBIOTICS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-3737816
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11011 VIA FRONTERA
SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices) (Zip Code)
SYNBIOTICS CORPORATION
1996 STOCK OPTION PLAN
(Full title of the plan)
KENNETH M. COHEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SYNBIOTICS CORPORATION
11011 VIA FRONTERA, SAN DIEGO, CALIFORNIA 92127
(Name and address of agent for service)
(619) 451-3771
(Telephone number, including area code, of agent for service)
Copies to:
HAYDEN J. TRUBITT, ESQ.
BROBECK, PHLEGER & HARRISON
550 West C Street, Suite 1300
San Diego, California 92101
----------
This Registration Statement shall become effective immediately upon
filing with the Securities and Exchange Commission, and sales of the
registered securities will begin as soon as reasonably practicable
after such effective date.
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (under
1995 Stock Option Plan) 250,000/1/ $3.50/2/ $875,000 $265.15
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 Stock Option Plan by reason of
any stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase in
the number of the Company's outstanding shares of Common Stock.
(2) Calculated solely for the purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the last sale reported
per share of Common Stock of Synbiotics Corporation on April 15, 1997 as
reported on the Nasdaq National Market.
================================================================================
<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
Synbiotics Corporation (the "Company") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) the Company's latest Annual Report, filed on Form 10-KSB for the year
ended December 31, 1996; and
(b) the description of the Company's Common Stock in the Company's
Registration Statement on Form S-4, Registration No. 222-10343.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
A copy of any of the above documents will be furnished to each participant in
the 1996 Stock Option Plan, without charge, upon written or oral request to the
Corporate Secretary, Synbiotics Corporation, 11011 Via Frontera, San Diego,
California 92127, or upon telephoning the Company at (619) 451-3771.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
(a) Section 317 of the California General Corporation Law provides for the
indemnification of officers and directors of the Company against
expenses, judgments, fines and amounts paid in settlement under
certain conditions and subject to certain limitations.
(b) Article VIII, Section 4 of the Bylaws of the Company provides that the
Company shall have the power to indemnify any person who is or was a
director, officer, employee or agent of the Company or any person who
is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, subject to certain
limitations. The rights to indemnity thereunder continue as to a
person who has ceased to be director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators
of the person. In addition,
II-1
<PAGE>
expenses incurred by a director, officer, employee or agent in
defending a civil or criminal action, suit or proceeding by reason of
the fact that he or she is or was a director, officer, employee or
agent of the Company (or was serving at the Company's request as a
director, officer, employee or agent of another corporation) may be
paid by the Company in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be
indemnified by the Company.
(c) Article Seventh of the Company's Restated Articles of Incorporation
provides that liability of the directors of the Company for monetary
damages shall be eliminated to the fullest extent permissible under
California law. Article Eighth of the Company's Articles of
Incorporation further provides that the Company is authorized to
indemnify agents (as defined in Section 317 of the California General
Corporation Law) in excess of the indemnification otherwise permitted
by Section 317, subject to the limits set forth in Section 204 of the
California General Corporation Law.
(d) Pursuant to authorization provided under the Articles of
Incorporation, the Company has entered into indemnification agreements
with its directors and officers. Generally, the indemnification
agreements attempt to provide the maximum protection permitted by
California law as it may be amended from time to time. Moreover, the
indemnification agreements provide for certain additional
indemnification. The indemnification agreements provide for the
Company to advance to the individual any and all reasonable expenses
(including legal fees and expenses) incurred in investigating or
defending an action, suit or proceeding. In order to receive an
advance of expenses, the individual must undertake to repay such
advance upon a determination that he or she is not entitled to
indemnification. The Company's Bylaws contain a provision of similar
effect relating to advancement of expenses to a director or officer,
subject to an undertaking to repay if it is ultimately determined that
indemnification is unavailable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS
--------
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
5.1 Opinion and consent of Brobeck, Phleger & Harrison.
23.1 Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5 to
this Registration Statement on Form S-8.
23.2 Consent of Price Waterhouse LLP, independent accountants.
24.1 Power of Attorney, reference is made to page II-3 of this
Registration Statement on Form S-8.
99.1 1996 Stock Option Plan.
99.2 Form of Notice of Grant of Stock Option.
</TABLE>
II-2
<PAGE>
ITEM 9. UNDERTAKINGS
------------
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of
distribution;
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be treated as a
new Registration Statement of the securities offered therein, and the
offering of such securities at that time shall be treated as the
initial bona fide offering thereof; and
(c) To remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on this 18th day of
April, 1997.
SYNBIOTICS CORPORATION
By /s/ Kenneth M. Cohen
-------------------------------------
Kenneth M. Cohen
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors
of Synbiotics Corporation, a California corporation, do hereby constitute and
appoint Kenneth M. Cohen and Michael K. Green, or either of them, as his true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any Registration Statement related to this
Registration Statement and filed pursuant to Rule 462 under the Securities Act
of 1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------- ------------------------------------------------- --------------
<S> <C> <C>
/s/ Kenneth M. Cohen Chief Executive Officer, President and Director April 18, 1997
- ------------------------- (Principal Executive Officer)
Kenneth M. Cohen
/s/ Michael K. Green Chief Financial Officer Vice President - Finance April 18, 1997
- ------------------------- (Principal Financial Officer)
Michael K. Green
/s/ Keith A. Butler Chief Accounting Officer and Corporate Controller April 18, 1997
- ------------------------- (Principal Accounting Officer)
Keith A. Butler
/s/ Patrick Owen Burns Director April 18, 1997
- -------------------------
Patrick Owen Burns
/s/ James C. DeCesare Director April 18, 1997
- -------------------------
James C. DeCesare
/s/ Brenda D. Gavin Director April 18, 1997
- -------------------------
Brenda D. Gavin
/s/ M. Blake Ingle Director April 18, 1997
- -------------------------
M. Blake Ingle
/s/ Donald E. Phillips Director April 18, 1997
- -------------------------
Donald E. Phillips
</TABLE>
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
SYNBIOTICS CORPORATION
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
5.1 Opinion and consent of Brobeck, Phleger & Harrison.
23.1 Consent of Brobeck, Phleger & Harrison is contained in Exhibit
5 to this Registration Statement on Form S-8.
23.2 Consent of Price Waterhouse LLP, independent accountants.
24.1 Power of Attorney, reference is made to page II-3 of this
Registration Statement on Form S-8.
99.1 1996 Stock Option Plan.
99.2 Form of Notice of Grant of Stock Option.
</TABLE>
<PAGE>
EXHIBIT 5.1
-----------
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON
--------------------------------------------------
Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Re: Synbiotics Corporation Registration Statement on Form S-8 for 250,000
---------------------------------------------------------------------
Shares of Common Stock
----------------------
Ladies and Gentlemen:
In connection with your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 250,000 shares of Common Stock
of Synbiotics Corporation (the "Company") under the 1996 Stock Option Plan, we
advise you that, in our opinion, if and when such shares have been issued and
sold (and the consideration therefor received) pursuant to the provisions of the
option agreements issued under the 1996 Stock Option Plan and in accordance with
the Registration Statement, such shares will be duly-authorized, validly-issued,
fully-paid and non-assessable share of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BROBECK, PHLEGER & HARRISON
San Diego, California
April 18, 1997
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<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 21, 1997 appearing on page 15
of Synbiotics Corporation's Annual Report on Form 10-KSB for the year ended
December 31, 1996.
PRICE WATERHOUSE LLP
San Diego, California
April 18, 1997
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<PAGE>
EXHIBIT 24.1
------------
POWER OF ATTORNEY
-----------------
Reference is made to page II-3 of this Registration Statement on Form S-8.
-1-
<PAGE>
EXHIBIT 99.1
------------
SYNBIOTICS CORPORATION
1996 STOCK OPTION PLAN
----------------------
ARTICLE ONE
GENERAL PROVISIONS
------------------
I. GIST OF THE PLAN; ELIGIBILITY
Under this 1996 Stock Option Plan (the "Plan"), the persons eligible to be
granted non-qualified options to purchase shares of common stock of the
Corporation are as follows:
A. employees of the Corporation (or any Parent or Subsidiary), other than
directors or officers of the Corporation, who render services which
contribute to the management, growth and financial success of the
Corporation (or any Parent or Subsidiary);
B. directors or officers of the Corporation not previously employed by or
serving as a director of the Corporation before the grant of the
option and for whom the grant is an inducement essential to the
individual's entering into a service relationship with the
Corporation; and
C. those consultants or other independent contractors, other than
directors of the Corporation, who provide valuable services to the
Corporation (or any Parent or Subsidiary).
No one person participating in the Plan may receive options for more than
200,000 shares of Common Stock in the aggregate over the term of the Plan.
II. ADMINISTRATION OF THE PLAN
A. This Plan shall be administered by the Board (the "Plan
Administrator").
B. The Plan Administrator shall have full power and authority (subject to
the express provisions of the Plan) to establish such rules and
regulations as it may deem appropriate for the proper administration
of the Plan and to make such determinations under, and issue such
interpretations of, the Plan and any outstanding option grants as it
may deem necessary or advisable. Decisions of the Plan Administrator
shall be final and binding on all parties who have an interest in the
Plan or any outstanding option.
III. STOCK SUBJECT TO THE PLAN
A. The stock issuable under the Plan shall be shares of authorized but
unissued common stock of the Corporation ("Common Stock"). The
maximum number of shares of Common Stock which may be issued over the
term of the Plan shall not exceed 250,000 shares.
B. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the
options expire or terminate for any reason prior to exercise in full
or (ii) the options are cancelled in accordance with the cancellation-
regrant provisions of Article Two. All shares issued under the Plan,
whether or not those shares are subsequently
-1-
<PAGE>
repurchased by the Corporation, shall reduce on a share-for-share
basis the number of shares of Common Stock available for subsequent
issuance under the Plan. In addition, should the exercise price of an
option under the Plan be paid with shares of Common Stock or should
shares of Common Stock otherwise issuable under the Plan be withheld
by the Corporation in satisfaction of the withholding taxes incurred
in connection with the exercise of an option under the Plan, then the
number of shares of Common Stock available for issuance under the Plan
shall be reduced by the gross number of shares for which the option is
exercised, and not by the net number of shares of Common Stock issued
to the holder of such option.
C. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration,
appropriate adjustments shall be made to (i) the maximum number and/or
class of securities issuable under the Plan, (ii) the number and/or
class of securities for which any one person may be granted options
over the term of the Plan, and (iii) the number and/or class of
securities and the exercise price per share in effect under each
outstanding option in order to prevent the dilution or enlargement of
benefits thereunder. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive.
IV. SHAREHOLDER RIGHTS
The holder of an option ("Optionee") shall have no shareholder rights with
respect to the shares subject to the option until such person shall have
exercised the option, paid the exercise price and become a holder of record of
the purchased shares.
ARTICLE TWO
I. OPTION TERMS
Each option shall be a non-qualified stock option and shall be evidenced by one
or more documents in the form approved by the Plan Administrator; provided,
--------
however, that each such document shall comply with the terms specified below.
A. Exercise Price.
--------------
1. The exercise price per share shall be fixed by the Plan
Administrator.
2. The exercise price shall become immediately due upon exercise of
the option and shall, subject to the documents evidencing the
option, be payable in one or more of the forms specified below:
(i) cash or check made payable to the Corporation,
(ii) shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings
for financial reporting purposes and valued at Fair Market
Value on the exercise date,
(iii) as may be permitted by Section I of Article Three, or
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<PAGE>
(iv) through a special sale and remittance procedure pursuant to
which the Optionee shall concurrently provide irrevocable
written instructions to (a) a Corporation-designated
brokerage firm to effect the immediate sale of the purchased
shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds
to cover the aggregate exercise price payable for the
purchased shares plus all applicable Federal, state and
local income and employment taxes required to be withheld by
the Corporation by reason of such exercise and (b) the
Corporation to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete
the sale transaction.
Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
exercise date.
B. Exercise and Term of Options. Each option shall be exercisable at
----------------------------
such time or times, during such period and for such number of shares
as shall be determined by the Plan Administrator and set forth in the
documents evidencing the option.
C. Effect of Termination of Service.
--------------------------------
The Plan Administrator shall have the discretion, exercisable either
at the time an option is granted or at any time while the option
remains outstanding, to:
1. extend the period of time for which the option is to remain
exercisable following the Optionee's cessation of Service from
the period otherwise in effect for that option to such greater
period of time as the Plan Administrator shall deem appropriate,
and/or
2. permit the option to be exercised, during any applicable post-
Service exercise period, not only with respect to the number of
vested shares of Common Stock for which such option is
exercisable at the time of the Optionee's cessation of Service
but also with respect to one or more additional installments in
which the Optionee would have vested under the option had the
Optionee continued in Service.
D. Repurchase Rights. The Plan Administrator shall have the discretion
-----------------
to grant options subject to the exercise condition that the Optionee
enter into a contract giving the Corporation the right to repurchase
the shares. The terms upon which such repurchase right shall be
exercisable (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased shares) shall be
established by the Plan Administrator and set forth in the document
evidencing such repurchase right.
II. ACCELERATION; CORPORATE TRANSACTION
A. The Plan Administrator shall have the discretion, exercisable either
at the time an option is granted under the Plan, or at any time while
the option or stock remains outstanding, to provide for the
acceleration of one or more outstanding options and the termination of
repurchase rights on one or more outstanding shares upon the
occurrence of such events as the Plan Administrator may determine,
including upon a Corporate Transaction regardless or whether or not
such options are to be assumed or replaced or the repurchase rights
are to be assigned in the Corporate Transaction.
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<PAGE>
B. Notwithstanding Paragraph A, in the event of any Corporate
Transaction, each outstanding option shall automatically accelerate so
that each such option shall, immediately prior to the effective date
of the Corporate Transaction, become fully exercisable for all of the
shares of Common Stock at the time subject to such option and may be
exercised for any or all of those shares as fully-vested shares of
Common Stock. However, an outstanding option shall not so accelerate
if and to the extent: (i) such option is, in connection with the
Corporate Transaction, either to be assumed by the successor
corporation (or parent thereof) or to be replaced with a comparable
option to purchase shares of the capital stock of the successor
corporation (or parent thereof), (ii) such option is to be replaced
with a cash incentive program of the successor corporation which
preserves the spread existing on the unvested option shares at the
time of the Corporate Transaction and provides for subsequent payout
in accordance with the same vesting schedule applicable to such option
or (iii) the acceleration of such option is subject to other
limitations imposed by the Plan Administrator at the time of the
option grant. The determination of option comparability under clause
(i) above shall be made by the Plan Administrator, and its
determination shall be final, binding and conclusive.
C. All outstanding repurchase rights shall also terminate automatically,
and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate
Transaction, except to the extent: (i) those repurchase rights are to
be assigned to the successor corporation (or parent thereof) in
connection with such Corporate Transaction or (ii) such accelerated
vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.
D. Immediately following the consummation of the Corporate Transaction,
all outstanding options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent
thereof).
E. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such
Corporate Transaction, to apply to the number and class of securities
which would have been issuable to the Optionee in consummation of such
Corporate Transaction had the option been exercised immediately prior
to such Corporate Transaction. Appropriate adjustments shall also be
made to (i) the number and class of securities available for issuance
under the Plan on both an aggregate and per Optionee basis following
the consummation of such Corporate Transaction and (ii) the exercise
price payable per share under each outstanding option, provided the
--------
aggregate exercise price payable for such securities shall remain the
same.
F. Any options which are assumed or replaced in the Corporate Transaction
and do not otherwise accelerate at that time, shall automatically
accelerate (and any of the Corporation's outstanding repurchase rights
which do not otherwise terminate at the time of the Corporate
Transaction) shall automatically terminate and the shares of Common
Stock subject to those terminated rights shall immediately vest in
full in the event the Optionee's Service should subsequently terminate
by reason of an Involuntary Termination within eighteen (18) months
following the effective date of such Corporate Transaction. Any
options so accelerated shall remain exercisable for fully-vested
shares until the earlier of (i) the expiration of the option term or
-------
(ii) the expiration of the one (1)-year period measured from the
effective date of the Involuntary Termination.
G. The grant of options under the Plan shall in no way affect the right
of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its
business or assets.
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<PAGE>
III. CANCELLATION AND REGRANT OF OPTIONS
The Plan Administrator shall have the authority to effect, at any time and from
time to time, with the consent of the affected option holders, the cancellation
of any or all outstanding options under the Plan and to grant in substitution
new options covering the same or different number of shares of Common Stock but
with a different exercise price per share.
ARTICLE THREE
MISCELLANEOUS
-------------
I. FINANCING
A. The Plan Administrator may permit any Optionee to pay the option
exercise price by delivering a promissory note payable in one or more
installments. The terms of any such promissory note (including the
interest rate and the terms of repayment) shall be established by the
Plan Administrator in its sole discretion. Promissory notes may be
authorized with or without security or collateral. In all events, the
maximum credit available to the Optionee may not exceed the sum of (i)
the aggregate option exercise price plus (ii) any Federal, state and
local income and employment tax liability incurred by the Optionee in
connection with the option exercise.
B. The Plan Administrator may, in its discretion, determine that one or
more such promissory notes shall be subject to forgiveness by the
Corporation in whole or in part upon such terms as the Plan
Administrator may deem appropriate.
II. TAX WITHHOLDING
A. The Corporation's obligation to deliver shares of Common Stock upon
the exercise of options under the Plan shall be subject to the
satisfaction of all applicable Federal, state and local income and
employment tax withholding requirements.
B. The Plan Administrator may, in its discretion, provide any or all
Optionees with the right to use shares of Common Stock in satisfaction
of all or part of the federal, state and local income or employment
taxes incurred by such holders in connection with the exercise of
their options. Such right may be provided to any such holder in
either or both of the following formats:
1. Stock Withholding: The election to have the Corporation
-----------------
withhold, from the shares of Common Stock otherwise issuable upon
the exercise of such option, a portion of those shares with an
aggregate Fair Market Value equal to the percentage of such taxes
(not to exceed one hundred percent (100%)) designated by the
holder.
2. Stock Delivery: The election to deliver to the Corporation, at
--------------
the time the option is exercised, one or more shares of Common
Stock previously acquired by such holder (other than in
connection with the option exercise triggering the taxes) with an
aggregate Fair Market Value equal to the percentage of such taxes
(not to exceed one hundred percent (100%)) designated by the
holder.
III. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan shall become effective on the date the Plan is adopted by the
Board, and options may be granted from and after the effective date.
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<PAGE>
B. The Plan shall terminate upon the earliest of (i) April 27, 2006, (ii)
--------
the date on which all shares available for issuance under the Plan shall have
been issued pursuant to the exercise of the options or (iii) the termination of
all outstanding options in connection with a Corporate Transaction. Upon such
Plan termination, all options outstanding on such date shall thereafter continue
to have force and effect in accordance with the provisions of the documents
evidencing such options.
IV. AMENDMENT OF THE PLAN
The Board shall have complete and exclusive power and authority to amend or
modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
options at the time outstanding under the Plan unless the Optionee consents to
such amendment or modification.
V. USE OF PROCEEDS
Any cash proceeds received by the Corporation from the sale of shares of Common
Stock under the Plan shall be used for general corporate purposes.
VI. REGULATORY APPROVALS
A. The implementation of the Plan, the granting of any option under the
Plan and the issuance of any shares of Common Stock upon the exercise
of any option shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having
jurisdiction over the Plan, the options granted under it and the
shares of Common Stock issued pursuant to it.
B. No shares of Common Stock or other assets shall be issued or delivered
under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws,
including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and
all applicable listing requirements of any stock exchange (or the
Nasdaq National Market, if applicable) on which Common Stock is then
listed for trading.
VII. NO EMPLOYMENT/SERVICE RIGHTS
Nothing in the Plan shall confer upon the Optionee any right to continue in
Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining such person) or of the Optionee, which rights are hereby
expressly reserved by each, to terminate such person's Service at any time for
any reason, with or without cause.
VIII. DEFINITIONS
Capitalized terms not otherwise defined in this Plan shall have the meanings
assigned to such terms in the attached Appendix.
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<PAGE>
APPENDIX
--------
The following definitions shall be in effect under the Plan:
A. BOARD shall mean the Corporation's Board of Directors.
-----
B. CORPORATE TRANSACTION shall mean any of the following shareholder-
---------------------
approved transactions to which the Corporation is a party:
1. a merger or consolidation in which the Corporation is not the
surviving entity, except for a transaction the principal purpose
of which is to change the State of the Corporation's
incorporation,
2. the sale, transfer or other disposition of all or substantially
all of the assets of the Corporation in liquidation or
dissolution of the Corporation, or
3. any reverse merger in which the Corporation is the surviving
entity but in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to holders different from
those who held such securities immediately prior to such merger.
C. CORPORATION shall mean Synbiotics Corporation, a California
-----------
corporation.
D. FAIR MARKET VALUE per share of Common Stock on any relevant date shall
-----------------
be determined in accordance with the following provisions:
1. If the Common Stock is at the time traded on the Nasdaq National
Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such
price is reported by the National Association of Securities
Dealers on the Nasdaq National Market or any successor system.
If there is no closing selling price for the Common Stock on the
date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.
2. If the Common Stock is at the time listed on any stock exchange,
then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the stock
exchange determined by the Plan Administrator to be the primary
market for the Common Stock, as such price is officially quoted
in the composite tape of transactions on such exchange. If there
is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation
exists.
E. INVOLUNTARY TERMINATION shall mean the termination of the Service of
-----------------------
any individual which occurs by reason of:
1. such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or
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2. such individual's voluntary resignation following (A) a change in
his or her position with the Corporation which materially reduces
his or her level of responsibility, (B) a reduction in his or her
level of compensation (including base salary, fringe benefits and
any non-discretionary and objective-standard incentive payment or
bonus award) by more than fifteen percent (15%) or (C) a
relocation of such individual's place of employment by more than
fifty (50) miles, provided and only if such change, reduction or
relocation is effected by the Corporation without the
individual's consent.
F. MISCONDUCT shall mean the commission of any act of fraud, embezzlement
----------
or dishonesty by the Optionee, any unauthorized use or disclosure by
such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by such person adversely affecting the business or affairs
of the Corporation (or any Parent or Subsidiary) in a material manner.
The foregoing definition shall not be deemed to be inclusive of all
the acts or omissions which the Corporation (or any Parent or
Subsidiary) may consider as grounds for the dismissal or discharge of
any Optionee or other person in the Service of the Corporation (or any
Parent or Subsidiary).
G. PARENT shall mean any corporation (other than the Corporation) in an
------
unbroken chain of corporations ending with the Corporation, provided
each corporation in the unbroken chain (other than the Corporation)
owns, at the time of the determination, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
H. SERVICE shall mean the provision of services to the Corporation or any
-------
Parent or Subsidiary by an individual in the capacity of an employee,
a non-employee member of the Board or a consultant or independent
contractor.
I. SUBSIDIARY shall mean each corporation (other than the Corporation) in
----------
an unbroken chain of corporations beginning with the Corporation,
provided each such corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.
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EXHIBIT 99.2
------------
SYNBIOTICS CORPORATION
NOTICE OF GRANT OF STOCK OPTION
-------------------------------
Notice is hereby given of the following non-qualified stock option grant (the
"Option") to purchase shares of the Common Stock of Synbiotics Corporation (the
"Corporation") in accordance with the Corporation's 1996 Stock Option Plan (the
"Plan"):
Optionee:
- -------- ------------------------------------------------------------
Grant Date:
- ---------- ------------------------------------------------------
Option Price: $ per share
- ------------ ----------
Number of Option Shares: shares
- ----------------------- -----------
Vesting Commencement Date:
- ------------------------- ----------------------------------------
Expiration Date:
- --------------- -----------------------------------------------------
Exercise Schedule:
- -----------------
This Option may be exercised, at any time before it terminates or expires, for
all or any portion of the vested Option Shares.
The Option Shares shall vest in a series of successive equal quarterly
installments over sixteen (16) quarters of Service completed by the Optionee
commencing with the Vesting Commencement Date.
Other Special Provisions:
- ------------------------
None.
Optionee agrees to be bound by the terms and conditions of the Option as set
forth in the Stock Option Agreement attached hereto as Exhibit "A".
Optionee also understands that the Option is granted subject to and in
accordance with the express terms and conditions of the Plan, a copy of which is
attached hereto as Exhibit "B", and agrees to be bound by the terms and
conditions of the Plan.
Optionee hereby acknowledges receipt of a copy of the official Plan prospectus.
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<PAGE>
NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in the Stock Option Agreement or the
- ---------------------------------
Plan shall confer upon the Optionee the right to continue in the Service of the
Corporation for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation or the Optionee, which rights
are hereby expressly reserved by each, to terminate Optionee's Service at any
time for any reason whatsoever, with or without cause.
SYNBIOTICS CORPORATION
By:
-------------------------------------
Title:
----------------------------------
----------------------------------------
OPTIONEE
Address:
----------------------------------------
----------------------------------------
Dated: _________________, 199__
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<PAGE>
EXHIBIT A
SYNBIOTICS CORPORATION
STOCK OPTION AGREEMENT
----------------------
A. Synbiotics Corporation (the "Corporation") has adopted the 1996 Stock
Option Plan (the "Plan") for the purpose of attracting and retaining the
services of selected persons who contribute to the financial success of the
Corporation or its Parents or Subsidiaries.
B. Optionee is an individual who is to render valuable services to the
Corporation or its Parents or Subsidiaries, and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the Corporation's grant of a stock option to Optionee.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. Subject to and upon the terms and conditions set forth in
---------------
this Agreement, the Corporation hereby grants to Optionee, as of the grant
date (the "Grant Date") specified in the accompanying Notice of Grant of
Stock Option (the "Notice of Grant"), a non-qualified stock option to
purchase up to that number of shares of the Corporation's Common Stock (the
"Option Shares") as is specified in the Notice of Grant. The Option Shares
shall be purchasable from time to time during the option term at the option
price per share (the "Option Price") specified in the Notice of Grant.
2. OPTION TERM. This option shall have a maximum term of ten (10) years
-----------
measured from the Grant Date and shall accordingly expire at the close of
business on the expiration date (the "Expiration Date") specified in the
Notice of Grant, unless sooner terminated in accordance with Paragraph 4 of
this Agreement.
3. EXERCISABILITY. This option shall become exercisable for the Option Shares
--------------
in one or more installments as specified in the Notice of Grant. As the
option becomes exercisable for the Option Shares in one or more such
installments, those installments shall accumulate and the option shall
remain exercisable for the accumulated installments until the Expiration
Date or the sooner termination of the option term under Paragraph 4 of this
Agreement.
4. TERMINATION OF SERVICE. The option term specified in Paragraph 2 shall
----------------------
terminate (and this option shall cease to be exercisable) prior to the
Expiration Date should one of the following provisions become applicable:
A. Except that this option shall immediately terminate at the time of
Optionee's termination for cause and except to the extent otherwise
provided in subparagraphs (B) through (C) below, should Optionee cease
to remain in the Service of the Corporation at any time during the
option term, then this option shall not remain exercisable for more
than a thirty (30)-day period commencing with the date of such
cessation of Service. Upon the expiration of such thirty (30)-day
period, this option shall terminate and cease to be outstanding.
B. Should Optionee die while in Service or within the thirty (30)-day
period following his or her cessation of Service, then the personal
representative of the Optionee's estate or the person or persons to
whom this option is transferred pursuant to the Optionee's will or in
accordance with the law of descent and distribution shall have the
right to exercise this option. Such right shall
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<PAGE>
lapse, and this option shall terminate and cease to remain
exercisable, upon the expiration of the twelve (12)-month period
measured from the date of Optionee's death.
C. Should Optionee become permanently disabled (as defined in Internal
Revenue Code Section 22(e)(3)) and cease by reason thereof to remain
in Service at any time during the option term, then this option shall
not remain exercisable for more than a twelve (12) month period
commencing with the date of such cessation of Service. Upon the
expiration of such limited period of exercisability, this option shall
terminate and cease to be outstanding.
D. Should a Corporate Transaction be consummated and this option not be
assumed by the successor corporation (or parent thereof), this option
shall immediately terminate and cease to be exercisable.
E. Notwithstanding subparagraphs (A) through (C) above, in no event shall
this option be exercisable at any time after the Expiration Date or,
if earlier, the time specified in subparagraph (D).
F. During the limited post-Service period of exercisability determined in
accordance with subparagraphs (A) through (C) above, this option may
not be exercised for more than the number of Option Shares (if any)
for which this option is, at the time of the Optionee's cessation of
Service, exercisable.
5. ADJUSTMENT IN OPTION SHARES. In the event any change is made to the Common
---------------------------
Stock issuable under the Plan by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares, or other
change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration, then appropriate adjustments shall
be made to (i) the total number of Option Shares subject to this option,
(ii) the number of Option Shares for which this option is to be exercisable
from and after each installment date specified in the Notice of Grant, and
(iii) the Option Price payable per share in order to reflect such change
and thereby preclude a dilution or enlargement of benefits hereunder.
6. MANNER OF EXERCISING OPTION.
---------------------------
A. In order to exercise this option with respect to all or any part of
the Option Shares for which this option is at the time exercisable,
Optionee (or in the case of exercise after Optionee's death, the
Optionee's executor, administrator, heir or legatee, as the case may
be) must take the following actions:
(i) Execute and deliver to the Secretary of the Corporation (a) a
written notice of exercise (the "Exercise Notice"), in
substantially the form of Exhibit I attached hereto, in which
---------
there is specified the number of Option Shares for which the
option is exercised.
(ii) Pay the aggregate Option Price for the purchased shares in one
or more of the alternative forms specified in Article Two,
Section I.A.2 of the Plan.
(iii) Furnish to the Corporation appropriate documentation that the
person or persons exercising the option (if other than the
Optionee) have the right to exercise this option.
(iv) Make appropriate arrangements with the Corporation (or the
Parent or Subsidiary employing or retaining Optionee) for the
satisfaction of any Federal, State or local income tax
withholding requirements and Federal social security employee
tax requirements applicable to the exercise of this option.
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<PAGE>
B. As soon after the Exercise Date as practical, the Corporation shall
mail or deliver to or on behalf of the Optionee (or to any other person or
persons exercising this option) a certificate or certificates representing the
purchased shares.
C. In no event may this option be exercised for any fractional shares.
7. COMPLIANCE WITH LAWS AND REGULATIONS.
------------------------------------
A. The exercise of this option and the issuance of the Option Shares upon
such exercise shall be subject to compliance by the Corporation and
the Optionee with all applicable requirements of law relating thereto
and with all applicable regulations of any stock exchange or national
market system on which shares of the Option Shares may be listed at
the time of such exercise and issuance.
B. In connection with the exercise of this option, Optionee shall execute
and deliver to the Corporation such representations in writing as may
be requested by the Corporation in order for it to comply with the
applicable requirements of federal and state securities laws.
8. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure to
----------------------
the benefit of, and be binding upon, the successors, administrators, heirs,
legal representatives and assigns of Optionee and the successors and
assigns of the Corporation. Notwithstanding the foregoing, the Corporation
need not honor any transfer of this option unless there is delivered to the
Corporation a duly executed written instrument of transfer in form
satisfactory to the Corporation.
9. LIABILITY OF CORPORATION. The inability of the Corporation to obtain
------------------------
approval from any regulatory body having authority deemed by the
Corporation to be necessary to the lawful issuance and sale of any Common
Stock pursuant to this option shall relieve the Corporation of any
liability with respect to the non-issuance or sale of the Option Shares as
to which such approval shall not have been obtained. The Corporation,
however, shall use its best efforts to obtain all such approvals.
10. NOTICES. Any notice required to be given or delivered to the Corporation
-------
under the terms of this Agreement shall be in writing and addressed to the
Corporation in care of the Corporate Secretary at the Corporation's
principal corporate offices. Any notice required to be given or delivered
to Optionee shall be in writing and addressed to Optionee at the address
indicated below Optionee's signature line on the Notice of Grant. Either
party may change its address for notice by giving written notice of such
change. All notices shall be deemed to have been given or delivered upon
personal delivery or upon deposit in the U.S. mail, postage prepaid and
properly addressed to the party to be notified.
11. CONSTRUCTION. This Agreement and the option evidenced hereby are made and
------------
granted pursuant to the Plan and are in all respects limited by and subject
to the express terms and provisions of the Plan. All decisions of the Plan
Administrator with respect to any question or issue arising under the Plan
or this Agreement shall be conclusive and binding on all persons having an
interest in this option. Capitalized terms not otherwise defined in this
Agreement shall have the meanings assigned to such terms in the Plan,
unless the context clearly requires otherwise.
12. GOVERNING LAW. The interpretation, performance, and enforcement of this
-------------
Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.
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<PAGE>
13. NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or in the
---------------------------------
Plan shall confer upon the Optionee any right to continue in the Service of
the Corporation (or any Parent or Subsidiary employing or retaining
Optionee) for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent
or Subsidiary employing or retaining Optionee) or the Optionee, which
rights are hereby expressly reserved by each, to terminate the Optionee's
Service at any time for any reason whatsoever, with or without cause.
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<PAGE>
EXHIBIT I
---------
NOTICE OF EXERCISE OF STOCK OPTION
----------------------------------
I hereby notify Synbiotics Corporation (the "Corporation") that I elect to
purchase _________ shares of the Corporation's Common Stock (the "Purchased
Shares") pursuant to that certain option (the "Option") granted to me under the
Corporation's 1996 Stock Option Plan (the "Plan") on ________________, 199_ to
purchase up to __________ shares of such Common Stock at an option price of
$_________ per share (the "Option Price").
Concurrently with the delivery of this Exercise Notice to the Secretary of the
Corporation, I shall pay to the Corporation the Option Price for the Purchased
Shares in accordance with the provisions of my agreement with the Corporation
evidencing the Option and shall deliver whatever additional documents may be
required by such agreement as a condition for exercise.
- ----------------- --------------------------------------------
Date Optionee
Address:
--------------------------------------------
--------------------------------------------
Print name in exact manner
it is to appear on the
stock certificate:
--------------------------------------------
--------------------------------------------
Address to which certificate
is to be sent, if different
from address above:
--------------------------------------------
--------------------------------------------
Social Security Number:
----------------------------------
A-I-1
<PAGE>
EXHIBIT B
---------
Reference is made to Exhibit 99.1 of this Registration Statement on Form S-8.
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